UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Commission file number: 000-31671 GLOBALWISE INVESTMENTS, INC. ---------------------------- (Exact name of registrant as specified in its charter) Nevada 87-0613716 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2157 S. Lincoln Street, Salt Lake City, Utah 84106 - -------------------------------------------- --------- (Address of principal executive offices) (Zip code) Issuer's telephone number, including area code: (801) 323-2395 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Check if disclosure of delinquent filers in response to item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenue for its most recent fiscal year: None As of March 3, 2005 the registrant had 802,000 shares of common stock outstanding. Since the registrant does not have an active trading market, a market value of the voting stock held by non-affiliates cannot be determined. Documents incorporated by reference: None Transitional Small Business Disclosure Format: Yes [_] No [X] TABLE OF CONTENTS PART I Item 1. Description of Business............................................3 Item 2. Description of Property............................................5 Item 3. Legal Proceedings..................................................5 Item 4. Submission of Matters to a Vote of Security Holders................5 PART II Item 5. Market for Common Equity and Related Stockholder Matters...........5 Item 6. Plan of Operation..................................................6 Item 7. Financial Statements...............................................7 Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure..............................................17 Item 8A. Controls and Procedures...........................................17 Item 8B. Other information.................................................17 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act.................17 Item 10. Executive Compensation............................................18 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...................................18 Item 12. Certain Relationships and Related Transactions....................19 Item 13. Exhibits..........................................................19 Item 14. Principal Accountant Fees and Services............................19 Signatures.................................................................20 In this annual report references to "Globalwise," "we," "us," and "our" refer to Globalwise Investments, Inc.. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. 2 PART I ------- ITEM 1. DESCRIPTION OF BUSINESS Historical Development Globalwise Investments, Inc. was incorporated in the state of Utah on October 3, 1997, to engage in the confectionary vending machine business. On July 12, 2000, Globalwise Investments, Inc. was incorporated in the state of Nevada and on July 21, 2000, Globalwise Utah merged with Globalwise Nevada for the sole purpose of changing our domicile from the state of Utah to the state of Nevada. Our Plan We are a development stage company and have had recurring operating losses for the past two fiscal years. Our independent auditors have expressed doubt that we can continue as a going concern unless we obtain financing to continue operations. Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity to create necessary operating revenue. Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise. We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity. As of the date of this filing we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger. Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of "going public." However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of Globalwise. Our search for a business opportunity will not be limited to any particular geographical area or industry, including both United States and international companies. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors. Our management believes that companies who desire a public market to enhance liquidity for current stockholders, or plan to acquire additional assets through issuance of securities rather than for cash, will be potential merger or acquisition candidates. The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgement. Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without consent, vote, or approval of our stockholders. We can not assure you that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our stockholders. Should a merger or acquisition prove unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may abandon its activities and we may become dormant or be dissolved. It is possible that the range of business opportunities that might be available for consideration by us could be limited by impact of the SEC regulations regarding purchase and sale of "penny stock." Our common stock is listed on the OTC Bulletin Board, but there is little market activity at this time. We cannot assure you that a market will develop or that a stockholder will be able to liquidate his investments without considerable delay, if at all. If a market develops, our shares will likely be subject to the rules of the Penny Stock Suitability Reform Act of 1990. The liquidity of penny stock is affected by specific disclosure procedures required by this Act to be followed by all broker-dealers, including but not limited to, determining the suitability of the stock for a particular customer, and obtaining a written agreement from the customer to purchase the stock. This rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell our securities in any market. 3 Investigation and Selection of Business Opportunities We anticipate that business opportunities will come to our attention from various sources, including our officers and directors, our stockholders, professional advisors, such as attorneys and accountants, securities broker-dealers, investment banking firms, venture capitalists, members of the financial community and others who may present unsolicited proposals. Management expects that prior personal and business relationships may lead to contacts for business opportunities; however, we have not entered into any direct or indirect negotiations at the time of this filing with any person, corporation or other entity regarding any possible business reorganization involving Globalwise. Our management will analyze the business opportunities; however, none of our management are professional business analysts. (See, Part III, Item 9: Directors, Executive Officers, . . . ") Potential investors must recognize that due to our management's inexperience we may not adequately evaluate a potential business opportunity. Our management has had limited experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering. Certain conflicts of interest exist or may develop between Globalwise and our officers and directors. Our management has other business interests to which they currently devote attention, which include their primary employment and management of other development stage reporting companies. They may be expected to continue to devote their attention to these other business interests although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgement in a manner which is consistent with their fiduciary duties to us. A decision to participate in a specific business opportunity may be made upon our management's analysis of: .. the quality of the business opportunity's management and personnel, .. the anticipated acceptability of its new products or marketing concept, .. the merit of its technological changes, .. the perceived benefit that it will derive from becoming a publicly held entity, and .. numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. No one factor described above will be controlling in the selection of a business opportunity. Management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potential business opportunities may occur in many different industries and at various stages of development. Thus, the task of comparative investigation and analysis of such business opportunities will be extremely difficult and complex. Potential investors must recognize that because of our limited capital available for investigation and management's limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In many instances, we anticipate that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to substantially shift marketing approaches, significantly expand operations, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for, the implementation of required changes. Form of Acquisition We cannot predict the manner in which we may participate in a business opportunity. Specific business opportunities will be reviewed as well as our needs and desires and those of the promoters of the opportunity. The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative negotiating strength. Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or other forms of organization. We may be required to merge, consolidate or reorganize with other corporations or forms of business organizations. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a merger or reorganization transaction. As part of such a transaction, our existing directors may resign and new directors may be appointed without any vote by our stockholders. 4 We likely will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that issuance of additional shares might also may be done simultaneously with a sale or transfer of shares representing a controlling interest by current principal stockholders. In the event we merge or acquire a business opportunity, the successor company will be subject to our reporting obligations. This is commonly referred to as a "back door registration." A back door registration occurs when a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, acquisition of assets or otherwise. This type of event requires the successor company to file a current report with the SEC which provides the same kind of information about the company to be acquired that would appear in a registration statement, including audited and pro forma financial statements. Accordingly, we may incur additional expense to conduct due diligence and present the required information for the business opportunity in any report. Also, the SEC may elect to conduct a full review of the successor company and may issue substantive comments on the sufficiency of disclosure related to the company to be acquired. Competition We expect to encounter substantial competition in our effort to locate attractive opportunities. Business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals will be our primary competition. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will be in a better position than we are to obtain access to attractive business opportunities. We also will experience competition from other public development stage companies, many of which may have more funds available. Employees We currently have no employees. Our management expects to confer with consultants, attorneys and accountants as necessary. We do not anticipate a need to engage any full-time employees so long as we are seeking and evaluating business opportunities. ITEM 2. DESCRIPTION OF PROPERTY We do not currently own or lease any property. Until we pursue a viable business opportunity and recognize income, we will not seek independent office space. ITEM 3. LEGAL PROCEEDINGS We are not a party to any proceedings or threatened proceedings as of the date of this filing. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS We have not submitted a matter to a vote of our shareholders during the fourth quarter of the 2004 fiscal year. PART II ------- ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information Our common stock was listed on the OTC Bulletin Board on March 12, 2002, under the symbol "GWIV." We have had little market activity in our common stock as of this filing. The following table presents the range of the high and low bids of our stock as reported by the OTC Bulletin Board Historical Data Service. We did not have bid information available until the second quarter of the year ended December 31, 2003. These quotations represent prices between dealers and may not include retail markups, markdowns, or commissions and may not necessarily 5 represent actual transactions. Year Quarter Ended High Low ---- -------------- ------ ------ 2003 June 30 $ 0.1 $ 0.0 September 30 0.1 0.1 December 31 0.1 0.0 2004 March 31 $ 0.15 $ 0.10 June 30 0.25 0.15 September 30 0.25 0.25 December 31 0.25 0.25 Holders and Dividends As of March 3, 2005, we had approximately 35 stockholders of record, which does not include "street acccounts' of securities brokers. We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Recent Sales of Unregistered Securities None. Issuer Purchase of Securities None. ITEM 6. PLAN OF OPERATION At December 31, 2004 we had $3,081 cash, total liabilities of $31,530, and have experienced losses from inception. During the next twelve months our management intends to actively seek an operating company to acquire or merge with which will create operating revenue. We currently cannot satisfy our cash requirements for our operations. The majority of our operating expenses are related to our reporting obligations under the Exchange Act. These expenses are related to legal, accounting and professional services required to prepare and file our reports with the SEC. We are unable to pay cash for these services and have relied on related and third parties to pay for these costs on our behalf. These parties have not entered into written agreements guaranteeing advances and, therefore, these parties are not obligated to provide funds in the future. However, management anticipates that these parties will continue to pay for these costs on our behalf during the next twelve months. Historically, we have paid for these advances by converting the debt into common stock. If we obtain a business opportunity, then it may be necessary to raise additional capital. We likely will sell our common stock to raise this additional capital. We expect to issue such stock pursuant to exemptions provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our shareholders may experience dilution in the value per share of their common stock. 6 ITEM 7. FINANCIAL STATEMENTS Globalwise Investments, Inc. Financial Statements December 31, 2004 and 2003 7 CONTENTS Independent Auditor's Report .............................................F-3 Balance Sheets ...........................................................F-4 Statements of Operations .................................................F-5 Statements of Stockholders' Equity .......................................F-6 Statements of Cash Flows .................................................F-7 Notes to the Financial Statements ........................................F-8 8 Chisholm, Bierwolf & 533 West 2600 South, Suite 250 Nilson, LLC Bountiful, Utah 84010 Office (801) 292-8756 Certified Public Accountants Fax (801) 292-8809 ______________________________________________________________________________ INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Globalwise Investments, Inc.: We have audited the accompanying balance sheets of Globalwise Investments, Inc. (a development stage company) as of December 31, 2004 and 2003 and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2004 and 2003 and from inception October 3, 1997 through December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Globalwise Investments, Inc. (a development stage company) as of December 31, 2004 and 2003 and the results of its operations and cash flows for the years ended December 31, 2004 and 2003 and from inception October 3, 1997 through December 31, 2004 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Chisholm, Bierwolf & Nilson Chisholm, Bierwolf & Nilson Bountiful, Utah 84010 March 4, 2005 F-3 Globalwise Investments, Inc. (A Development Stage Company) Balance Sheets ASSETS December 31 --------------------------- 2004 2003 ------------- ------------- CURRENT ASSETS Cash $ 3,081 $ - ------------- ------------- Total Assets $ 3,081 $ - ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable - related $ 26,345 $ 26,345 Accounts Payable - other 185 - Advances Payable 5,000 - ------------- ------------- Total Liabilities 31,530 26,345 ------------- ------------- STOCKHOLDERS' EQUITY Common Stock, $.001 par value; 50,000,000 shares authorized; 802,000 shares issued and outstanding 802 802 Additional Paid in Capital 27,542 27,542 Deficit Accumulated during the development stage (56,793) (54,689) ------------- ------------- Total Stockholders' Equity (deficit) (28,449) (26,345) ------------- ------------- Total Liabilities and Stockholders' Equity $ 3,081 $ - ============= ============= The accompanying notes are an integral part of these financial statements. F-4 Globalwise Investments, Inc. (A Development Stage Company) Statements of Operations From Inception on For the years ended October 3, December 31, 1997 to --------------------------- Dec. 31, 2004 2003 2004 ------------- ------------- ------------- REVENUES $ - $ - $ - ------------- ------------- ------------- EXPENSES General & Administrative 2,104 - 56,793 ------------- ------------- ------------- Total Expenses 2,104 - 56,793 ------------- ------------- ------------- Net Loss $ (2,104) $ - $ (56,793) ============= ============= ============= Net Loss Per Share $ (0.00) $ (0.00) $ (0.08) ============= ============= ============= Weighted average shares outstanding 802,000 802,000 711,079 ============= ============= ============= The accompanying notes are an integral part of these financial statements. F-5 Globalwise Investments, Inc. (A Development Stage Company) Statements of Stockholders' Equity From Inception on October 3, 1997 through December 31, 2004 Deficit Accumulated Additional During the Common Stock Paid in Development Shares Amount Capital Stage ------------- ----------- ----------- ------------ Balance, October 3, 1997 - $ - $ - $ - Shares issued for equipment at $0.064 per share 300,000 300 18,800 - Net (loss) for the year ended December 31, 1997 - - - - ------------- ----------- ----------- ------------ Balance - December 31, 1997 300,000 300 18,800 - Capital Contributions - - 550 - Net (loss) for the year ended December 31, 1998 - - - (550) ------------- ----------- ----------- ------------ Balance - December 31, 1998 300,000 300 19,350 (550) Shares issued for cash at $0.0996 per share 652,000 652 64,348 - Capital Contributions - - 6,000 - Net (loss) for the year ended December 31, 1999 - - - (27,794) ------------- ----------- ----------- ------------ Balance - December 31, 1999 952,000 952 89,698 (28,344) Cancellation of shares in connection with spin-off of Assets and Liabilities of the Company (150,000) (150) (62,156) - Shares issued for services at $.25 per share 20,000 20 4,980 - Shares issued for services at $.536 per share 28,000 28 14,972 - Net (loss) for the year ended December 31, 2000 - - - (21,345) ------------- ----------- ----------- ------------ Balance - December 31, 2000 850,000 850 47,494 (49,689) Cancellation of shares issued for services in 2000 (48,000) (48) (19,952) - Net (loss) for the year ended December 31, 2001 - - - - ------------- ----------- ----------- ------------ Balance - December 31, 2001 802,000 802 27,542 (49,689) Net (loss) for the year ended December 31, 2002 - - - (5,000) ------------- ----------- ----------- ------------ Balance - December 31, 2002 802,000 802 27,542 (54,689) Net (loss) for the year ended December 31, 2003 - - - - ------------- ----------- ----------- ------------ Balance - December 31, 2003 802,000 802 27,542 (54,689) Net (loss) for the year ended December 31, 2004 - - - (2,104) -------------- ----------- ----------- ------------ Balance - December 31, 2004 802,000 $ 802 $ 27,542 $ (56,793) ============== =========== =========== ============ The accompanying notes are an integral part of these financial statements. F-6 Globalwise Investments, Inc. (A Development Stage Company) Statements of Cash Flows From Inception on For the years ended October 3, December 31, 1997 Through --------------------------- December 31, 2004 2003 2004 ------------- ------------- ------------- Cash Flows from Operating Activities Net Loss $ (2,104) $ - $ (56,793) Adjustments for non-cash items: Capital contributions - expenses - - 6,550 Shares issued for services - - - Increase in Inventory - - (21,744) Increase (decrease) in accounts payable 185 - 27,129 ------------- ------------- ------------- Net Cash Provided (Used) by Operating Activities (1,919) - (44,858) ------------- ------------- ------------- Cash Flows from Investing Activities Purchase of equipment - - (20,530) Loss of cash in spin-off - - (1,531) ------------- ------------- ------------- Net Cash Provided (Used) in Investing Activities - - (22,061) ------------- ------------- ------------- Cash Flows from Financing Activities Proceeds from stock issuance - - 65,000 Cash advance by unrelated company 5,000 - 5,000 ------------- ------------- ------------- Net cash Provided by Financing Activities 5,000 - 70,000 ------------- ------------- ------------- Increase (Decrease) in Cash 3,081 - 3,081 Cash and Cash Equivalents, Beginning of Period - - - ------------- ------------- ------------- Cash and Cash Equivalents, End of Period $ 3,081 $ - $ 3,081 ============= ============= ============= Supplemental Cash Flow Information: Stock issued for services $ - $ - $ 20,000 Cash Paid For: Interest $ - $ - $ - Income Taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements. F-7 Globalwise Investments, Inc. (A Development Stage Company) Notes to the Financial Statements December 31, 2004 and 2003 NOTE 1 - Summary of Significant Accounting Policies a. Organization & Consolidation Policy Globalwise Investments, Inc. (the Company), a Nevada corporation, was incorporated October 3, 1997. The Company was organized for the purpose of engaging in the confectionary vending machine business. It is currently inactive. b. Recognition of Revenue The Company recognizes income and expense on the accrual basis of accounting. C. Earnings (Loss) Per Share Income (loss) Shares Per Share (Numerator) (Denominator) Amount ------------ ------------- ---------- For the year ended December 31, 2004: Basic EPS Income (loss) to common stockholders $ (2,104) 802,000 $ (0.00) ============ ============ ========== For the year ended December 31, 2003: Basic EPS Income (loss) to common stockholders $ (0) 802,000 $ (0.00) ============ ============ ========== From inception on October 3, 1997 to December 31, 2004: Basic EPS Income (loss) to common stockholders $ (56,793) 711,079 $ (0.08) ============ ============ ========== The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. d. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. F-8 Globalwise Investments, Inc. (A Development Stage Company) Notes to the Financial Statements December 31, 2004 and 2003 NOTE 1 - Summary of Significant Accounting Policies (continued) e. Provision for Income Taxes No provision for income taxes have been recorded due to net operating loss carryforwards totaling approximately $56,793 that will be offset against future taxable income. These NOL carryforwards begin to expire in the year 2018. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforward will expire unused. Deferred tax asset and the valuation account is as follows at December 31, 2004 and 2003: December 31, 2004 2003 -------------- -------------- Deferred tax asset: NOL carryforward $ 19,310 $ 18,594 Valuation allowance (19,310) (18,594) -------------- -------------- $ - $ - ============== ============== f. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no assets and has had recurring operating losses for the past several years and is dependent upon financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management's plan to find an operating company to merge with, thus creating necessary operating revenue. F-9 Globalwise Investments, Inc. (A Development Stage Company) Notes to the Financial Statements December 31, 2004 and 2003 NOTE 3 - Spin-off In March, 2000, the Company exchanged all of its assets and liabilities for 150,000 shares of its previously issued common stock. The shares were subsequently canceled. NOTE 4 - Stock Cancellation The Company and stockholders have elected to cancel stock that was issued in July, 2000 in lieu of payment for costs and services. 48,000 shares were canceled which had been issued for services and costs valued at $20,000. The liability has been re-established in the Accounts Payable - related parties section of the balance sheet. NOTE 5 - Development Stage Company The Company is a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations. NOTE 6 - Related Party Transactions As of the year ended December 31, 2004 the Company has incurred $26,345 of professional fees payable to First Equity Holdings Corp. An officer of the Company was an employee of First Equity Holdings Corp. F-10 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE In our current report dated February 9, 2004, we reported that our independent auditors, Chisholm & Associates, Certified Public Accountants, resigned as our independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC, Certified Public Accountants, as our independent auditors . ITEM 8A. CONTROLS AND PROCEDURES Our President, who acts in the capacity of principal executive officer and principal financial officer, has reevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and determined that there continued to be no significant deficiencies in these procedures. Also, there were no changes made or corrective actions to be taken related to our internal control over financial reporting. ITEM 8B. OTHER INFORMATION None. PART III --------- ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE Directors and Executive Officers Our executive officers and directors and their respective ages, positions, and biographical information are set forth below. Our bylaws require two directors who serve until our next annual meeting or until each is replaced by a qualified director. Our executive officers are chosen by our board of directors and serve at its discretion. There are no existing family relationships between or among any of our executive officers or directors. Name Age Position Held Director Since - ---------------- ------ ---------------------------------- --------------- Donald R. Mayer 65 President, Director July 2000 Linda L. Perry 60 Secretary/Treasurer, Director July 2001 Donald R. Mayer - Mr. Mayer is the President and a director of Universal Business Insurance, an insurance company that he founded. He has worked in the insurance industry for over twenty years, specializing in the motel/hotel industry. He is a director of WorldNet, Inc. of Nevada, a development stage reporting company. He graduated from the University of Utah, located in Salt Lake City, Utah, with a bachelors degree in accounting. Linda L. Perry - Mrs. Perry serves as President of Business Builders, Inc., a privately held business consulting firm which she co-founded in 1997. She also serves as a Director of Wings & Things, Inc., a development stage reporting company. She attended Weber State College, located in Ogden, Utah. Audit Committee Financial Expert Because we have minimal operations we do not have an audit committee serving at this time, thus we do not have an audit committee financial expert serving on an audit committee. Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than five percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. We believe no reports were required to be filed for the year ended December 31, 2004. 17 Code of Ethics Due to the fact that we have minimal operations, we have not adopted a code of ethics for our principal executive and financial officers. Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations. ITEM 10. EXECUTIVE COMPENSATION None of our named executive officers received any cash compensation, bonuses, stock appreciation rights, long term compensation, stock awards or long-term incentive rights in excess of $100,000 from us during the past three fiscal years. Mr. Mayer, our President, who acts in the capacity of chief executive officer did not receive compensation during the year ended December 31, 2004. We have not entered into employment contracts with our executive officers and their compensation, if any, will be determined at the discretion of our board of directors. Compensation of Directors We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Under Equity Compensation Plans We do not have any securities authorized for issuance under any equity compensation plans. Beneficial Ownership The following table sets forth the beneficial ownership of our outstanding common stock by our management and each person or group known by us to own beneficially more than 5% of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based on 802,000 shares of common stock outstanding as of March 3, 2005. CERTAIN BENEFICIAL OWNERS Name and Address of Number of Shares of Beneficial Owners Common Stock Percentage of Class - --------------------------- ------------------------ -------------------- Brent Nelson 175,000 21.8% 1238 Thames Ct. Salt Lake City, Utah 84123 MANAGEMENT Name and Address of Number of Shares of Beneficial Owners Common Stock Percentage of Class - --------------------------- ------------------------ -------------------- Donald R. Mayer 7,500 Less than 1% 6360 South 3000 East #205 Salt Lake City, Utah 84121 18 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We have not engaged in any transactions in excess of $60,000 during the past two years involving our executive officers, directors, 5% or more stockholders or immediate family members of such persons. ITEM 13. EXHIBITS No. Description - ---- ------------- 3.1 Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 of Form 10-QSB, filed October 11, 2001) 3.2 Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed October 2, 2000.) 31.1 Principal Executive Officer Certification 31.2 Principal Financial Officer Certification 32.1 Section 1350 Certification ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed for each of the last two fiscal years for professional services rendered by our principal account for the audit of our annual financial statement and review of financial statements included in quarterly reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $1,169 for fiscal year ended 2003 and $1,379 for fiscal year ended 2004. Audit-Related Fees Our auditor did not bill any fees in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported above. Tax Fees Our auditor did not bill any fees in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advise, and tax planning. All Other Fees Our auditor did not bill any fees in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above Pre-approval Policies We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures. 19 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 24, 2005 GLOBALWISE INVESTMENTS, INC. /s/ Donald R. Mayer By: ____________________________________ Donald R. Mayer President Pursuant to the requirements of the Securities Exchange Act of 1934. This report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Donald R. Mayer Date: March 24, 2005 _____________________________________ Donald R. Mayer Principal Executive Officer Principal Financial and Accounting Officer /s/ Linda L. Perry Date: March 24, 2005 _____________________________________ Linda L. Perry Secretary/Treasurer and Director 20